<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1998
Registration Nos. 33-46488
811-6603
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 9 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
(Check appropriate box or boxes)
PERFORMANCE FUNDS TRUST
(Exact name of Registrant as specified in
charter)
3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Offices Zip Code)
Registrant's Telephone Number, including Area Code: (800) 737-3676
Ellen F. Stoutamire, Esq.
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)
Copy to:
Steven R. Howard, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485(b)
______ on ______, 1998 pursuant to Rule 485(b)
______ 60 days after filing pursuant to Rule 485(a)
______ on ______, 1998 pursuant to Rule 485(a)
<PAGE> 2
PERFORMANCE FUNDS TRUST
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933
N-1A ITEM NO.
<TABLE>
<CAPTION>
Part A Prospectus Caption
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<S> <C>
1. Cover Page Cover Page
2. Synopsis Prospectus Summary; Fund Expenses
3. Financial Highlights Financial Highlights
4. General Description of Registrant Prospectus Summary; The Investment Policies and
Practices of the Funds; Description of
Securities and Investment Practices
5. Management of the Fund Management of the Fund; Purchase of Shares
6. Capital Stock and Other Securities Dividends, Distributions and Federal Income
Tax; Other Information
7. Purchase of Securities Being Offered Fund Share Valuation; Purchase of Fund Shares;
Individual Retirement Accounts; Exchange
Privileges; Determination of Net Asset Value
(Part B)
8. Redemption or Repurchase Redemption of Fund Shares; Redemptions (Part B)
9. Legal Proceedings Not Applicable
<CAPTION>
Part B Statement of Additional Information Caption
- ------ -------------------------------------------
<S> <S>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies The Investment Policies and Practices of the
Funds (Part A); Investment Restrictions
14. Management of the Registrant Management of the Funds
15. Control Persons and Principal Holders
of Securities Management of the Funds; Shares of Beneficial
Interest
16. Investment Advisory and Other Services Management of the Funds; Custodian; Experts
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Other Securities Shares of Beneficial Interest
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
19. Purchase, Redemption and Pricing of
Securities Being Offered Redemption of Shares (Part A); Exchange
Privilege (Part A); Determination of Net Asset
Value, Dividends, Distributions and Federal
Income Tax (Part A); Federal Income Taxes
20. Tax Status Dividends, Distributions and Federal Income Tax
(Part A); Federal Income Tax
21. Underwriters Management of the Funds
22. Calculation of Performance Data Calculation of Yield and Total Return; Other
Information--Performance Information
23. Financial Statements Financial Statements
</TABLE>
3
<PAGE> 4
Part C
Information to be included in Part C is set forth under the appropriate item, so
numbered, in Part C of the Registration Statement.
4
<PAGE> 5
PRELIMINARY NOTE
The Registrant's Prospectus and Statement of Additional Information,
each dated September 26, 1997 (Accession Number 0000950123-97-008139), to which
the interim financial statements contained herein are added by this
Post-Effective Amendment No. 9, are incorporated by reference to the
Registrant's filing of definitive copies under Rule 497(c).
5
<PAGE> 6
PART A
Supplement dated March 31, 1998 to
Prospectus dated September 26, 1997
The Small Cap Fund
a Fund of Performance Funds Trust
The table of "Financial Highlights" (unaudited) for a share of beneficial
interest of The Small Cap Fund Portfolio of Performance Funds Trust, outstanding
through the period ended November 30, 1997 below supplements the audited
financial statements contained in the Statement of Additional Information and
sets forth certain information regarding the investment operations of The Small
Cap Fund for the period presented. This Supplement is provided to update, and
should be read in conjunction with, the information provided in the Prospectus.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
<TABLE>
<CAPTION>
Institutional Consumer
Class Service Class
Period Ended Period Ended
11/30/97* 11/30/97*
(unaudited) (unaudited)
------------ ------------
<S> <C> <C>
Net Asset Value, Beginning of Period ........ $ 10.00 $ 10.00
------------ ------------
Income from Investment Operations:
Net investment income .................. -- 0.01
Net loss on securities (both
realized and unrealized) ........... (0.81) (0.83)
------------ ------------
Total Income from Investment Operations ..... (0.81) (0.82)
Less Distributions:
Dividends from net investment income ... -- --
Distribution from net realized gains ... -- --
------------ ------------
Total Distributions ......................... -- --
Net Asset Value, End of Period .............. $ 9.19 $ 9.18
============ ============
Total return (not reflecting sales load) .... (8.10%) (8.20%)
Ratios/Supplementary Data:
Net Assets, End of Period (in thousands) $ 45,934 $ 472
Ratios of expenses to average net assets 1.61%** 1.86%**
Effect of waivers/reimbursements on
expense ratio ...................... 0.00%** 0.00%**
Ratios of net investment income to
average net assets ................. (0.13%) (0.58%)
Portfolio turnover rate ................ 0.16% 0.16%
Average commission rate(a) .................. $ 0.0866 $ 0.0866
</TABLE>
* Fund commenced operations on October 1, 1997.
** Annualized.
(a) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate paid per share for security trades
on which commissions are charged. This amount may vary from period to period
and fund to fund depending on the mix of trades executed in various markets
where trading practices and commission rate structures may differ.
6
<PAGE> 7
The Intermediate Term Government Income Fund
a Fund of
Performance Funds Trust
The following language replaces in its entirety the second paragraph
under the section entitled "The Government Income Funds" appearing on page 16 of
the Prospectus dated September 26, 1997:
"The investment objective of the Intermediate Fund is to provide
investors with a high level of current income. Total return, within certain
parameters, is a secondary consideration. Under normal conditions the
Intermediate Fund will invest at least 65% of its total assets in government
income securities."
7
<PAGE> 8
PART B
The Small Cap Fund
a Fund of
Performance Funds Trust
Supplement dated March 31, 1998 to
Statement of Additional Information dated September 26, 1997
This Supplement is provided to update certain information regarding the
of The Small Cap Fund Portfolio of Performance Funds Trust and should be read in
conjunction with the information provided in the Statement of Additional
Information.
As of March 16, 1998, the officers and directors of Performance Funds
Trust collectively owned less than 1% of the outstanding shares of the Trusts'
Funds. As of March 16, 1998, no person owned of record, or to the knowledge of
management, beneficially owned, five percent or more of the outstanding shares
of the Funds except as set forth below:
<TABLE>
<CAPTION>
Name and Address of
Account Holder Total Shares Percentage Owned
- --------------------------------------------------------------------------------
<S> <C> <C>
MONEY MARKET FUND
Institutional Class
Harman & Co 370,244,010.330 100%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Consumer Service Class
St. Dominic Jackson Memorial
Hospital 11,042,818.530 10.53%
Attn: Frank Quiriconi
969 Lakeland Drive
Jackson, MS 39216-4602
Trustmark National Bank 35,026,845.600 33.41%
FBO Bryan Pendleton Swats and
McAllister
248 E Capitol St
Jackson, MS 39201
SHORT TERM FUND
Institutional Class
Harman & Co. 3,258,637.156 26.50%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Harman & Co. 8,958,250.002 72.84%
c/o Trustmark National Bank
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C> <C>
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Consumer Service Class
Donaldson Lufkin Jenrette 38,383.050 13.57%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Corelink Financial Inc. 131,316.000 46.42%
P.O. Box 4054
Concord, CA 94524
INTERMEDIATE FUND
Institutional Class
Harman & Co 3,114,637.525 27.76%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Harman & Co 8,011,297.390 71.39%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Consumer Service Class
Corelink Financial Inc. 172,493.055 46.02%
P.O. Box 4054
Concord, CA 94524
MID CAP FUND
Institutional Class
Harman & Co 1,464,538.443 17.61%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Harman & Co 6,550,120.379 62.62%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
First American Trust Company 931,290.412 8.90%
421 North Main St
Santa Ana, CA
First American Trust Company 1,217,364.271 11.64%
421 North Main St
Santa Ana, CA
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C>
Consumer Service Class
Corelink Financial Inc. 115,271.366 7.37%
P.O. Box 4054
Concord, CA 94524
LARGE CAP FUND
Institutional Class
Harman & Co 1,539,476.227 14.72%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Harman & Co 6,550,120.37 63.50%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
First American Trust Co% 881,882.862 8.32%
Managed Omnibus Reinvest
421 North Main Street
Santa Ana, CA 92701-4617
First American Trust Co% 1,204,298.630 11.36%
Managed Omnibus Reinvest
421 North Main Street
Santa Ana, CA 92701-4617
Consumer Service Class
N/A
SMALL CAP FUND
Institutional Class
Harman & Co 395,016.563 6.99%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Harman & Co 5,242,594.030 92.80%
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, MS 39205-0291
Consumer Service Class
Donaldson, Lufkin Jenrette 44,693.630 17.29%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
</TABLE>
10
<PAGE> 11
<TABLE>
<S> <C> <C>
Corelink Financial Inc. 139,557.332 54.00%
P.O. Box 4054
Concord, CA 94524
</TABLE>
Performance Information
For the period from commencement of operations (October 1, 1997)
through November 30, 1997, the total return for The Small Cap Fund's
Institutional Class and Consumer Service Class were -8.10% and -8.20%,
respectively.
11
<PAGE> 12
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) (1) Financial Statements included in Part A of this
Registration Statement are the Financial Highlights
for the following:
For the periods ended May 31, 1997:
THE SHORT TERM GOVERNMENT INCOME FUND
THE INTERMEDIATE TERM GOVERNMENT INCOME FUND
THE LARGE CAP EQUITY FUND
THE MONEY MARKET FUND
THE MID CAP GROWTH FUND
For the periods ended November 30, 1997:
THE SMALL CAP FUND(unaudited)
(2) Financial Statements included in Part B of this
Registration Statement are: Audited financial
statements for each of the Funds (except the Small
Cap Fund) including Portfolio of Investments,
Statement of Assets and Liabilities, Statement of
Changes in Net Assets, Statement of Operations, Notes
to Financial Statements ("Financial Statements") and
Independent Accountant's Report contained in the
Annual Report for the fiscal year ended May 31, 1997
which are incorporated by reference to the Statement
of Additional Information:
THE SHORT TERM GOVERNMENT INCOME FUND
THE INTERMEDIATE TERM GOVERNMENT INCOME FUND
THE LARGE CAP EQUITY FUND
THE MONEY MARKET FUND
THE MID CAP GROWTH FUND
Unaudited Financial Statements for The Small Cap Fund
contained in the Semi-Annual Report for the period
ended November 30, 1997 which are incorporated by
reference to the Statement of Additional Information.
(3) Financial Statements for the Small Cap Fund included
in Part B of this Registration Statement are the
unaudited financial statements including Portfolio of
Investments, Statement of Assets and Liabilities,
Statement of Changes in Net Assets, Statement of
Operations and Notes to Financial Statements
contained in the Semi-Annual Report for the period
ended November 30, 1997 which are incorporated by
reference to the Statement of Additional Information:
(b) Exhibits:
(1) Trust Instrument. (1)
(2) (a) Bylaws of Registrant. (1)
12
<PAGE> 13
(2) (b) Amendment to Bylaws.(7).
(3) None.
(4) None.
(5) (a) Revised Form of Master Investment Advisory
Contract between Registrant and Trustmark
National Bank. (4)
(b) Master Administration Agreement between
Registrant and BISYS Fund Services.(7)
(c) Form of Investment Advisory Contract
Supplement for The Small Cap Fund. (7)
(6) Form of Revised Distribution Agreement between
Registrant and Performance Funds Distributor, Inc.(7)
(7) None.
(8) Custodian Agreement between Registrant and Trustmark
National Bank.(2)
(9) (a) Transfer Agency Agreement between Registrant
and BISYS Fund Services, Inc.(7)
(9) (b) Fund Accounting Agreement between Registrant
and BISYS Fund Services, Inc.(7)
(10) Consent of Independent Counsel--filed herein.
(11) Consent of Independent Accountants--filed herein.
(12) None.
(13) Subscription Agreement. (3)
(14) None.
(15) (a) Amendment to Rule 12b-1 Distribution Plan
and Agreement between Registrant and
Performance Funds Distributor, Inc. (7)
(15) (b) Supplement to the Rule 12b-1 Distribution
Plan and Agreement between The Small Cap
Fund and Performance Funds Distributor, Inc.
(7)
(15) (c) Form of Services Agreement between
Performance Funds Distributor, Inc. and
BISYS FUND SERVICES LIMITED PARTNERSHIP
d/b/a BISYS Fund Services. (7)
(15) (d) Form of Compensation Agreement between
Trustmark National Bank and BISYS FUND
SERVICES LIMITED PARTNERSHIP d/b/a BISYS
Fund Services.(7)
13
<PAGE> 14
(16) Schedule of Computation of Performance Calculation
for The Small Cap Fund -- filed herein.
(17) Financial Data Schedule -- filed herein.
(18) Rule 18f-3 Plan -- filed herein.
(a) Power of Attorney. (2)
(b) Powers of Attorney for Trustees Head and
Carr.(6)
(1) Filed with original Registration Statement on March 12, 1992 and
incorporated herein by reference.
(2) Filed with Pre-Effective Amendment No. 3 on May 22, 1992 and incorporated
herein by reference.
(3) Filed with Pre-Effective Amendment No. 1 on April 29, 1992 and
incorporated herein by reference.
(4) Filed with Post-Effective Amendment No. 1 on November 23, 1992 and
incorporated herein by reference.
(5) Filed with Post-Effective Amendment No. 4 on September 30, 1994 and
incorporated herein by reference.
(6) Filed with Post-Effective Amendment No. 7 on July 14, 1997 and
incorporated herein by reference.
(7) Filed with Post-Effective Amendment No. 8 on September 24, 1997 and
incorporated herein by reference.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities at February 16, 1998.
<TABLE>
<S> <C>
The Small Cap Fund (Institutional) 22
The Small Cap Fund (Consumer) 57
Short-Term Government Fixed Income Fund (Institutional) 65
Short-Term Government Fixed Income Fund (Consumer) 91
Intermediate Term Government Fixed Income Fund (Institutional) 110
Intermediate Term Government Fixed Income Fund (Consumer) 172
The Large Cap Equity Fund (Institutional) 261
The Large Cap Equity Fund (Consumer) 1637
Money Market Fund (Institutional) 89
Money Market Fund (Consumer) 618
Money Market Fund (Centura) 1
Mid Cap Growth Fund (Institutional) 76
Mid Cap Growth Fund (Consumer) 982
</TABLE>
Item 27. Indemnification.
As permitted by Section 17(h) and (i) of the Investment
Company Act of 1940 (the "1940 Act") and pursuant to Article X of the
Registrant's Trust Instrument (Exhibit 1 to the Registration Statement), Section
4 of the Master
14
<PAGE> 15
Investment Advisory Contract (Exhibit 5(a) to this Registration Statement) and
Section 9 of the Master Distribution Contract (Exhibit 6 to this Registration
Statement), officers, trustees, employees and agents of the Registration will
not be liable to the Registrant, any shareholder, officer, trustee, employee,
agent or other person for any action or failure to act, except for bad faith,
willful misfeasance, gross negligence or reckless disregard of duties, and those
individuals may be indemnified against liabilities in connection with the
Registrant, subject to the same exceptions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant understands that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The Registrant will purchase an insurance policy insuring its
officers and trustees against liabilities, and certain costs of defining claims
against such officers and trustees, to the extent such officers and trustees are
not found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers under certain circumstances.
Section 4 of the Master Investment Advisory Contract (Exhibit
5(a) to this Registration Statement) and Section 9 of the Master Distribution
Contract (Exhibit 6 to this Registration Statement) limit the liability of faith
or gross negligence in the performance of their respective duties or from
reckless disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the
indemnification provisions of its Declaration of Trust, By-Laws, Investment
Advisory Contract and Distribution Contract in a manner consistent with Release
No. 11330 of the Securities and Exchange Commission under the 1940 Act so long
as the interpretations of Section 17(h) and 17(I) of such Act remain in effect
and are consistently applied.
Item 28. Business and Other Connections of Investment Adviser.
Trustmark National Bank is a subsidiary of Trustmark
Corporation, a one bank holding company located in Jackson, Mississippi.
Trustmark National Bank was founded in 1889 and offers a variety of deposit,
credit and investment products to its customers through its 170 locations and 58
off premise automated teller machines in 46 Mississippi communities. As of
December 31, 1997, Trustmark had assets of approximately $5.5 billion and
capital of approximately $590 million.
15
<PAGE> 16
The executive offices of Trustmark Corporation and Trustmark
National Bank and such executive officers positions during the past two years
are as follows:
Frank R. Day, Chairman of the Board, Trustmark Corporation;
Chairman of the Board, Trustmark National Bank; Director of Mississippi Power &
Light Company and South Central Bell Telephone Company.
Richard Hickson, chief Executive Officer of Trustmark
Corporation, joined Trustmark in 1997. Prior thereto, Mr. Hickson was employed
as the President of South Trust Bank of Georgia, N.A. since 1995.
Harry Walker, President of Trustmark National Bank.
Gerard Host, Executive Vice President and Chief Financial
Officer.
Item 29. Principal Underwriter.
(a) Performance Funds Distributor, Inc. acts as
Distributor/Underwriter for no other registered
investment company.
(b) Officers and Directors.
Name and Principal Positions and Offices with Positions and Offices
Business Address Registrant with Underwriter
- ---------------- ---------- ----------------
Lynn J. Magnum None Chairman/CEO
J. David Huber None President
Kevin J. Dell None Vice President/General
Counsel/Secretary
Mark J. Rybarczyk None Senior Vice President
Dennis Sheehan None Senior Vice President
Dale Smith None Vice President
Michael Burns None Vice President
Annamaria Porcaro None Assistant Secretary
(c) Not applicable.
Item 30. Location of Accounts and Records.
(a) All accounts, books and other documents required to be
maintained by the Investment Adviser and the Custodian pursuant to Section 31(a)
of the Investment Company Act of 1940 and the Rules thereunder are maintained at
the offices of Trustmark National Bank, 248 East Capitol Street, Jackson,
Mississippi, 39201.
(b) All accounts, books and other documents required to be
maintained by the Fund Accountant and Administrator pursuant to Section 31(a) of
the Investment Company Act of 1940 and the Rules thereunder are maintained at
the offices of BISYS Fund Services, Inc.
(c) All accounts, books and other documents required to be
maintained by the Distributor pursuant to Section 31(a) of the Investment
Company Act of 1940 and the Rules thereunder are maintained at the offices of
BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.
16
<PAGE> 17
Item 31. Management Services
Not Applicable.
Item 32. Undertakings.
(a) Registrant undertakes to call a meeting of
shareholders for the purpose of voting upon the
removal of a trustee if requested to do so by the
holders of at least 10% of the Registrant's
outstanding shares.
(b) Registrant undertakes to provide the support to
shareholders specified in Section 16(c) of the 1940
Act as though that section applied to the Registrant.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, Registrant certifies that it meets
all the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, and State of Ohio, on March 31, 1998.
PERFORMANCE FUNDS TRUST
By: /s/ Walter B. Grimm
Walter B. Grimm, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ John J. Pileggi
John J. Pileggi Trustee March 31, 1998
/s/ James H. Johnston, III*
James H. Johnston, III Trustee March 31, 1998
/s/ James T. Mallette*
James T. Mallette Trustee March 31, 1998
/s/ Walter P. Neely*
Walter P. Neely Trustee March 31, 1998
/s/ Charles M. Carr**
Charles M. Carr Trustee March 31, 1998
/s/ Walter B. Grimm
Walter B. Grimm President March 31, 1998
/s/ Paul Kane Treasurer March 31, 1998
Paul Kane
*By: /s/ John J. Pileggi
John J. Pileggi
Attorney-in-Fact
**By: /s/ Walter B. Grimm
Walter B. Grimm
Attorney-in-Fact
18
<PAGE> 19
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10 Consent of Baker & McKenzie
11 Consent of Price Waterhouse LLP
16 Schedules of Computation of Performance Calculation for The
Small Cap Fund
17 Financial Data Schedule
18 Rule 18f-3 Plan
<PAGE> 1
[BAKER & MCKENZIE LETTERHEAD]
March 26, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: PERFORMANCE FUNDS TRUST (File Nos. 33-46488 and 811-6603)
Dear Sir/Madam:
As counsel to Performance Funds Trust (the "Trust"), we have reviewed
Post-Effective Amendment No. 9 to the Trust's Registration Statement on Form
N-1A (the "Amendment"). The Amendment is being filed pursuant to Rule 485 of
the 1933 Act and it is proposed that it will become effective immediately upon
filing pursuant to paragraph (b).
Based upon our review, we advise you that the Amendment does not include
disclosure which we believe would render it ineligible to become effective
under paragraph (b) of Rule 485.
In addition, we hereby consent to the reference to our firm as Counsel in
this Amendment.
Sincerely,
/s/ Baker & McKenzie
----------------
Baker & McKenzie
<PAGE> 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 9 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated July 18, 1997, relating to the financial
statements and financial highlights appearing in the May 31, 1997 Annual Report
to Shareholders of Performance Funds Trust, which is also incorporated by
reference into the Registration Statement.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
March 30, 1998
<PAGE> 1
PERFORMANCE FUNDS TRUST
SMALL CAP FUND
EXHIBIT 16
TOTAL RETURN
DATE AS OF: 11/30/97
AGGREGATE TOTAL RETURN
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END OF THE PERIOD OF A
HYPOTHETICAL $1,000 INVESTMENT MADE AT THE BEGINNING OF
THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT OF $1,000.
EXAMPLE:
<TABLE>
<S> <C> <C>
SINCE INCEPTION: ( 10/01/97 TO 11/30/97 ):
( 920.09 /1,000) - 1 = -7.99%
YEAR TO DATE: ( 10/01/97 TO 11/30/97 ):
( 920.09 /1,000) - 1 = -7.99%
MONTHLY: ( 10/31/97 TO 11/30/97 ):
( 977.68 /1,000) - 1 = -2.23%
</TABLE>
<PAGE> 1
PERFORMANCE FUNDS TRUST
Rule 18f-3 Plan
Rule 18f-3
Pursuant to Rule 18f-3 ("Rule 18f-3") of the Investment Company Act of
1940, as amended (the "Act"), an open end investment company whose shares are
registered on Form N-1A may issue more than one class of voting stock
(hereinafter referred to as "shares"), provided that such multiple classes of
shares differ either in the manner of distribution, or in services they provide
to shareholders, or both. Performance Funds Trust (the "Trust"), a registered
open-end investment management company whose shares are registered on Form N-1A,
consisting of the U.S. Treasury Fund, the Money Market Fund, The Short-Term
Government Income Fund, The Intermediate Term Government Income Fund, The Large
Cap Equity Fund, The Mid Cap Growth Fund and any future fund or series created
by the Trust or the Trust's investment adviser, Trustmark National Bank
(collectively, the "Funds"), may offer to shareholders multiple classes of
shares in the Funds in accordance with the Rule 18f-3 and this Rule 18f-3 Plan
(or as amended) as described herein, upon approval of the Board of Trustees of
the Trust.
Authorized Classes
Each Fund may issue two classes of shares - the Institutional Class and
the Consumer Service Class (the "Consumer Class") (collectively, the "Classes"
and individually, a "Class"). The Institutional Class may only by purchased by
investors purchasing shares of the Funds who are the Trustmark Director (and
family members), a Trustee of the Trust (and family members); an employee (or
family member) of Trustmark; the Administrator, the Distributor, or affiliates,
or correspondents; an investor making an initial investment of or with total
investments of $1,000,000 or more; or through (or with a distribution from) a
trust, or investment management or other fiduciary account managed or
administered by Trustmark or its affiliates or correspondents pursuant to a
written agreement (other than asset allocation or "wrap" accounts
("Institutional Investors"). The Institutional Class will not be offered
subject to a sales load or in connection with any 12b-1 Plan.
The Consumer Class shares will be issued to all investors purchasing
shares of the Funds who do not qualify as Institutional Investors. The Consumer
Class will be offered to investors subject to a sales load and Rule 12b-1 Plan
distribution fees adopted pursuant to a Rule 12b-1 Distribution Plan (the
"12b-1 Plan").
The Classes of shares issued by any Fund will be identical in all respects
except for Class designation, allocation of certain expenses directly related
to the distribution and/or service arrangement for a Class, and voting rights
except with respect to the 12b-1 Plan for the Consumer Class. Shares of both
Classes will represent interests in the same investment
<PAGE> 2
portfolio therefore, each Class is subject to the same investment objectives,
policies and limitations.
Class Expenses
Each Class of shares shall bear expenses, not including advisory or
custodial fees or other expenses related to the management of the Fund's
assets, that are directly attributable to the kind or degree of services
rendered to that Class ("Class Expenses"). Class Expenses, including the
investment advisory fee or the fee of other service providers, may be waived or
reimbursed by the Fund's investment adviser, underwriter or any other provider
of services to the Fund.
Exchanges and Conversion Privileges
None of the Funds may offer exchange and conversion features between the
Classes unless otherwise approved by the Board of Trustees of the Trust.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000885093
<NAME> PERFORMANCE FUNDS TRUST
<SERIES>
<NUMBER> 061
<NAME> SMALL CAP FUND
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 49226597
<INVESTMENTS-AT-VALUE> 46423805
<RECEIVABLES> 40137
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 46463942
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 58418
<TOTAL-LIABILITIES> 58418
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49212483
<SHARES-COMMON-STOCK> 4995774<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 6660
<ACCUMULATED-NET-GAINS> 2493
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2802792)
<NET-ASSETS> 46405524
<DIVIDEND-INCOME> 69076
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 75556
<NET-INVESTMENT-INCOME> (6480)
<REALIZED-GAINS-CURRENT> 2493
<APPREC-INCREASE-CURRENT> (2802792)
<NET-CHANGE-FROM-OPS> (2806779)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 180<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 5003512<F1>
<NUMBER-OF-SHARES-REDEEMED> 7755<F1>
<SHARES-REINVESTED> 17<F1>
<NET-CHANGE-IN-ASSETS> 46405524
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 46728
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 75556
<AVERAGE-NET-ASSETS> 27663073<F1>
<PER-SHARE-NAV-BEGIN> 10.00<F1>
<PER-SHARE-NII> 0<F1>
<PER-SHARE-GAIN-APPREC> (.81)<F1>
<PER-SHARE-DIVIDEND> 0<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.19<F1>
<EXPENSE-RATIO> 1.61<F1>
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>INSTITUTIONAL SHARES
</FN>
</TABLE>
